Paragraph 3 Pledged securities (England and Wales and Northern Ireland)
This paragraph applies so as to enable a person (“the pledgee”) holding a certificate to a unit of the security, with or without a signed instrument of transfer, as security for any obligation under the law of England and Wales or Northern Ireland to obtain equivalent security upon con-version.
A pledgee of a unit of the security of a company may, at any time prior to the conversion being effected but after the publication of the first notice published under regulation 75, notify the company in writing of his interest in the unit, attaching to the notice a certified copy of the certificate to the unit and of any instrument of transfer held.
It is the duty of a company in receipt of a notification under sub-paragraph (2) to ensure that, on or before the conversion of the security, the controller which holds the entitlement to the unit:
(where the notification attaches a copy certificate only) is informed of the pledgee’s interest in the unit; or
(where the notification attaches a copy certificate and copy signed instrument of transfer) is given a copy of the notification and its enclosures.
A controller:
informed of a pledgee’s interest under sub-paragraph (a) shall be under a duty to inform the pledgee that he or it is on notice of the interest (together with the date on which he or it was informed of the interest) and not to transfer any relevant entitlements held for the account holder concerned, or act upon any instructions received under regulation 33 in relation to such entitlements, without giving 14 days prior notice to the pledgee of his or its intention to do so; or
in receipt of a notification, copy certificate and copy signed instrument of transfer under sub-paragraph (b) shall treat the notification as an instruction of the kind referred to in regulation 34.
It shall be lawful for a pledgee to make a notification under this paragraph without having obtained the consent of the holder of the unit.
In this paragraph “pledgee” means any person interested by way of security in a unit by reason of the deposit of the certificate to it, including an equitable mortgagee and “certified copy” means a copy certified as a true copy by a notary, notary public or other person authorised by law, in the place where the pledgee has a place of business or (being an individual) resides or (being a body corporate) is incorporated, to administer oaths or authenticate documents.
This paragraph applies notwithstanding any provision in any agreement to the contrary.